STANBRIDGE LIMITED

TERMS AND CONDITIONS

  1. General – Unless previously withdrawn, our tender is open to acceptance within 90 days from the date of tender, unless otherwise agreed at that time. An order shall not be binding on us unless and until such an order shall have been accepted by us in writing. The placing of an order implies acceptance of the following terms and conditions upon which alone such an order is accepted and no purported term or condition introduced by you, which is inconsistent with any of these conditions shall have any effect and these conditions shall in all circumstances prevail. Where goods are ordered from our current printed price list, your order shall be subject to our standard conditions of sale herein unless otherwise specified.
  1. Price – Prices quoted by us are based upon the costs of materials, labour, fuel, transport and any other charges ruling at that date and we reserve the right to revise our prices to cover actual changes in any such costs occurring between that date and the date of delivery or installation, and any such revised price shall be due and payable by you in place of the quoted price. A fixed price contract will only be entered into by mutual written agreement. All clerical errors are subject to correction.
  1. Acceptance – The acceptance of our tender must be accompanied by sufficient information to enable us to proceed with the order forthwith otherwise we shall be at liberty to amend the tender prices to cover any increase in cost which has taken place after acceptance. Any samples submitted to you or goods supplied on a sale or return basis and not returned to our works within one month from date of receipt shall be paid for by you in full, unless otherwise previously agreed.
  1. Property and Risk – Upon delivery the goods will be your risk, but the property in the goods shall remain ours until you have paid the total purchase price and any other amounts due to us at the delivery date. If payment of the total price or other sums is not made on the due date we shall have the right with or without prior notice at any time to retake possession of the whole or any parts of the goods (and for that purpose to go upon any premises occupied by you) without prejudice to any other remedy. You may in the ordinary course of business sell the goods to a third party in which case our beneficial entitlement shall attach to the proceeds of resale or to the claim for such proceeds pending full payment.
  1. Limits of Contract – Our tender includes only such goods, accessories and work as are specified therein.
  1. Drawings etc – All specifications, drawings, and particulars of weight and dimensions submitted with our tender are approximate only, and the descriptions and illustrations contained in our catalogue, price lists and other advertisement matter are intended merely to present a general idea of the goods described therein, and none of these shall form part of the contract. After acceptance of our tender a set of certified outline drawings will be supplied free of charge if specified in our tender. All drawings and specifications obtained by you from us, our employees or agents at any time remain our exclusive property. They must not be copied, shown to any third party or used for any other purpose whatsoever, without our sanction in writing.
  1. Inspection and Tests – Our products are carefully inspected and where practicable submitted to our standard tests at our works before despatch. If tests other than those specified in our tender or test in the presence of you or your representative are required, these will be charged for.
  1. Performance – We will accept no liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them, subject to any tolerances specified or agreed to by us, in an agreed sum as liquidated damages. If the performance figures obtained on any test provided for in the contract are outside the rejection limits specified therein, you will be entitled to reject the goods.

Before you become entitled to claim liquidated damages or to reject the goods we are to be given reasonable time and opportunity to rectify their performance. If you become entitled to reject goods we will repay to you any sum paid by you to us on account of the contract price thereof and any sum that may have accrued due to you in respect of delay in despatch under Clause 10 up to the date of such rejection.

You assume responsibility that goods stipulated by you are sufficient and suitable for your purpose save in so far as your stipulations are in accordance with our advice.

  1. Liability for Delay – Any times quoted for despatch are to start from receipt by us of a written order to proceed and of all necessary information and drawings to enable us to put the work in hand. All such times are to be treated as estimates only not involving us in any liability for failure to despatch within such time unless you have suffered loss and the amount payable in respect thereof shall have been agreed in writing as liquidated damages in which case our liability shall be limited to the amount so agreed to be paid. In all cases, whether a time for despatch be quoted or not, the time for despatch shall be extended by a reasonable period if delay in despatch is caused by instructions, or lack of instructions from you or by industrial dispute or by any cause whatsoever beyond our reasonable control.
  1. Variations – In the event of variation or suspension of work by your instructions or lack of instructions the contract price shall be adjusted accordingly.
  1. Terms of Payment – Unless otherwise agreed payment will be by pro forma invoice. If on occasion a credit facility is permitted the terms of payment must be adhered to. Failure to pay within the agreed time will result in the facility being withdrawn. Late payments will attract interest on a daily basis at the annual rate of 1.5% above the base lending rate.
  1. Storage – If we do not receive forwarding instructions sufficient to enable us to despatch goods within 14 days after the date of notification that they are ready for despatch, you shall take delivery or arrange for storage. If you do not take delivery or arrange storage, we shall be entitled to arrange storage either at our own works or elsewhere on your behalf and all charges for storage, for insurance or for demurrage shall be payable by you.
  1. Installation and Commissioning – Where your order includes installation or commissioning you shall afford our engineers suitable access to and possession of the site and shall provide proper foundations and services ready to receive the goods as and when delivered and suitable protection for the goods until completion.

Whilst every effort is made to comply with the requirements of local bylaws, these differ throughout the United Kingdom. We therefore, respectfully remind you that ultimate responsibility for any installation of our equipment rests with the user.

  1. Return of Equipment – No equipment may be returned without first obtaining our written permission and all transportation charges shall be prepaid by you. Any cost incurred by us to put equipment in first class condition as a result of damage during transportation will be charged to you.
  1. 15. Cancellation – Any cancellation of an order must be made in writing and will incur a 25% restocking charge. If goods are delivered and then requested to be cancelled it will be the client’s responsibility to have the goods re delivered to us, at their cost, and they will also incur a 25% restocking charge. Once the goods have been inspected upon their return to our factory a credit note will be produced less any charges. Bespoke items made to order cannot be cancelled.
  1. Patents – We will indemnify you against any claim for infringement of Letters Patent, Registered Design, Trade Mark or Copyright (published at the date of the contract) by the use or sale of any article or material supplied by us to you against all costs and damages which you may incur in any action for such infringement or for which you may become liable in any such action. Provided always that this indemnity shall not apply to any infringement which is due to our having followed a design or instruction furnished or given by you or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us. Provided also that this indemnity is conditional on your giving to us the earliest possible notice in writing of any claim being made or action threatened or bought against you and on your permitting us at our own expense to conduct any litigation that may ensure and all negotiations for a settlement of the claim. You on your part warrant that any design or instruction furnished or given by you shall not be such as will cause us to infringe any Letters Patent, Registered Design, Trade Mark or Copyright in the execution of your order.
  1. Legal Construction – Unless otherwise agreed in writing the contracts shall in all respect be constructed and operate as an English contract and in conformity with English Law.
  1. Value added Tax – The total consideration payable by the purchaser shall be the addition of the price established by condition 2 hereof and the amount of the Value Added Tax chargeable on the supply of goods and services by us on the said price so established. If there shall be any variation in the rate of Value added Tax applicable to the contract the total consideration payable shall be increased or decreased accordingly (to reflect any such change.) 
  1. How the Contract is Formed Between You and Us – The contract for the sale of the goods by us to you (“contract”) will only be formed in accordance with this condition. These conditions apply to the sale by us to you of all and any goods purchased through via email or by telephone and govern each contract to the exclusion of other terms and conditions introduced or submitted by you.

After placing an order via any of the above means, you will receive a copy of our Quotation/Order Acknowledgement acknowledging the fact and advising you of the description of the goods, the delivery costs (where applicable) and the estimated delivery time for the goods.  Please note that this does not mean that your order has been accepted.  Your order constitutes an offer to us to buy the goods.  All orders subject to acceptance by us, and the contract will only be formed when we despatch the goods to you.

Any descriptions or illustrations of the goods do not form part of the contact and any typographical error or omission in any sales literature, quotation, price list, e-mail confirmation, invoice or other document or information issued by us are subject to correction without any liability on our part.

Any advice or recommendation given to you by us for the use of the goods which is not confirmed in writing by us is followed or acted upon entirely at your own risk.

  1. Packing – We will use reasonable endeavours to ensure that goods are appropriately packaged prior to despatch but the packaging of the goods is at our discretion and we have the right to pack all the goods in such a manner, and in such quantities as we think fit and we are not obliged to comply with any packing requests or instructions from you.
  1. Delivery – Unless otherwise specified, the prices quoted are delivered. We are not responsible for off loading. Unless otherwise agreed, we will deliver the goods to the delivery address notified to us by you at the time of order. Any delivery dates given by us are best estimates only.

Subject to the other provisions of these conditions, we will not be liable to you for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill or similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the goods (even if caused by our negligence), nor will any delay entitle you to terminate or rescind the contact unless such delay exceeds 180 days.

If for any reason you fail to accept delivery of any of the goods when they are ready for delivery, or we are unable to delivery the goods on time because you have not provided appropriate instructions, documents, licences or authorisations: a) risk in the goods will pass to you (including loss or damage caused by our negligence); b) the goods will be deemed to have been delivered; and c) we may store the goods until delivery, whereupon you shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

We may deliver the goods to you by separate instalments. Each instalment is a separate contract and no cancellation or termination of any one contract relating to an instalment shall entitle you to cancel any other contract or instalment.

It is your responsibility to check the goods for any damage upon receipt and you must inform us of such damage within 4 hours of delivery verbally and 3 days in writing, providing full particulars of such damage (and photographic evidence if available).  If you fail to inform us of any such damage, you are deemed to have accepted the goods in good condition.

The goods will be at your risk from the time of delivered (or deemed delivery).

Ownership of the goods will pass to you when we have received payment of the goods in full from you and the goods have been delivered to you.

We warrant that (subject to the other provisions of these conditions) on delivery the goods shall be of satisfactory quality within the meaning of the Sale of Goods Act 1979.  We will not be liable for a breach of the warranty; unless you provide us with written notice of the defect, providing full particulars of such damage (and photographic evidence, if available), with 48 hours of receipt of the goods by you: and we are given a reasonable opportunity after receiving the notice of examining such goods if requested by us.

We will not be liable for a breach of the warranty if you make any further use of such goods after giving such notice or that the defect arises because you failed to follow any written instructions as to the storage, installation, commissioning, use or maintenance of the goods or (if there are none) good trade practice or you attempt to alter or repair the goods without our consent.

If any of the goods do not confirm with the warranty we shall at our option arrange for the repair or replacement of such goods (or the defective parts) or refund the price of such goods at the pro rata contract rate provided, that if we request, you will, at our expense, return to us the goods or the part of such gods which is defective.  If you comply with the above we will have no further liability for a breach of the warranty in respect of such goods.

Notwithstanding the provisions set out above, you acknowledge that any goods sold to you which we do not manufacture we will endeavour to transfer to you the benefit of any warranty or guarantee given to us by the manufacturer.

  1. Refunds and Exchange Policy – Refunds will only be provided where the goods are defective or do not confirm with their description. In these circumstances contact our Sales Department (sales@stanbridge.co.uk) giving us full details (including photographic evidence, if available) of the defective nature of the goods. Our Technical Manager will then be requested to attended site to make a report. If the goods are found to have been defective then we will offer to repair or replace the goods.

Due to the nature of the products we provide goods cannot be returned. 

  1. Data Protection – The supplier will make credit searches and use credit scoring methods to assess whether or not to enter into a contract with the customer and in some cases to verify the customers identity. This information may also be used for debtor tracing, to prevent money laundering and to help with the suppliers credit risk and fraud protection activities,

Stanbridge limited will store contact details on our database in order to provide information relating to the ongoing performance, maintenance of equipment, regulatory changes and the introduction of new products. If you do not want us to hold your company details and contacts on our file please email or telephone Stanbridge Limited and they will be removed.

  1. Force Majeure – Neither party shall be liable for any failure or delay in performing its obligations under the contract to the extent that such failure or delay is caused by a Force Majeure Event. A “ Force Majeure Event” means any event beyond a party’s reasonable control by its nature could not have been foreseen or avoided. 
  1. General – We may defer the date of delivery or cancel the contract or reduce the volume of the goods ordered by you (without liability) if we are prevented from or delayed in the carry on of our business due to circumstances beyond our reasonable control including, without limitation, acts of God, governmental actions, ware or national emergency, acts of terrorism, protests, riot, civil commotion, fire explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carries or inability or delay obtaining supplies of adequate or suitable materials.

If any provision of the contract or these terms are found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, avoidable, unenforceable for unreasonable it will to that extent be serviced and remaining provisions of the contract or these conditions and the remainder of such provision we shall continue in full force and effect.

Failure or delay by us in enforcing or partially enforcing any provision of the contract shall not be construed as a waiver of any of our rights under the contract.

Any waiver by us of any breach of, or any default under, any provision of the contract by you shall not be deemed a waiver of any subsequent breach or default and shall in no way affect the other terms of contract.

These conditions, contract details and privacy policy, set out the whole of our agreement relating to the supply of the goods to you by us.  Nothing said by any sales person on our behalf should be understood as a variation of these terms and conditions or as an authorised representation about the nature of quality of any goods offered for sale by us.  Save fraud or fraudulent misrepresentation, we shall have no liability for any such representation being untrue or misleading.

The formation, existence, construction, performance, validity and all aspects of the contract shall be governed by English Law and any disputes shall be resolved exclusively in the English Court.